Annual Financial Report

7 July 2025

FOR IMMEDIATE RELEASE

RELEASED BY BNP PARIBAS SECURITIES SERVICES S.A., GUERNSEY BRANCH FINAL RESULTS ANNOUNCEMENT

THE BOARD OF DIRECTORS OF ORYX INTERNATIONAL GROWTH FUND LIMITED ANNOUNCE FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2025

A copy of the Company's Annual Report and Financial Statements will be available via the following link:

www.oryxinternationalgrowthfund.co.uk

STRATEGIC REPORT

COMPANY OVERVIEW

Key Figures

* These performance metrics are also Alternative Performance Measures, see below for further details.

Dividend History

No Ordinary Share dividend was declared during the years ended 31 March 2025 and 31 March 2024.

CHAIRMAN'S STATEMENT

I am very pleased to announce the results for the 12-month period ended 31 March 2025. In the first half of the year, there was rise in the NAV of 6.5%, but following the United Kingdom ("UK") budget in October 2024 and the inauguration of President Trump in January 2025, a period of volatility entered the markets and in particular, the UK smaller companies market, which resulted in a fall in NAV by 2.4% for the year as a whole. This was disappointing but it reflects a snapshot covering a period when worldwide stock markets fell and from which smaller company's indices are not immune. 

However, it should not deflect from the long-term record which relies on the identification of under valued companies, the shepherding of them through a process of value creation and then the supervision of sales process to deliver the appropriate return. As Oryx International Growth Fund Limited (the "Company") operates, in the main, in the public markets, the valuations placed on them during this process are subject to the vagaries of market sentiment with value only being crystallised as the process of realisation is brought to a conclusion.

In the Investment Manager's report below, you will see highlighted, the number of board seats that are held by the team at Harwood Capital Management (Gibraltar) Limited ("Harwood" or the "Investment Manager") in our portfolio companies. This close attention to the day-to-day management of investments is unusual within the fund management industry, where passive investment is more the norm and it both differentiates your Company from their competitors and contributes to the long-term record where the performance of your Company is excellent. The NAV per Ordinary Share over 15 years has risen by 493.8%, 10 years by 183.8% and 5 years by 83.5%.

In line with our stated policy, the Board does not intend to pay a dividend.

Turning to the future, it is difficult to give any kind of firm prediction given the current macro-economic and geopolitical environment. Notwithstanding this, the activist management approach taken by Christopher Mills and his team at Harwood has borne impressive results in the past and we, as a Board, are confident that it will in the future.

Nigel Cayzer

Chairman

4 July 2025

INVESTMENT MANAGER'S REPORT

The Company's NAV declined by 2.4% during the year, which compared favourably to the performance of the relevant indices.

A positive first half performance was undermined by several domestic and global factors. Domestically, an increase in the minimum wage and national insurance alongside a reduction in tax incentives for Alternative Investment Market ("AIM") listed companies hit the sector hard and further discouraged investment in UK smaller equities. This trend was underscored by a further £3.9 billion in net retail outflows from equity funds in Q1 2025, following £3.5 billion in the previous quarter.

Globally, President Trump's tariff war caused chaos in global markets as investors and companies struggled both with the implications and actual likelihood of the tariffs being imposed. Since his initial announcement, several changes have been made, making it difficult to determine the final outcome. It is clear that global businesses have since shown restraint in their ordering and strategic transparency, adversely impacting share prices.

As owners of the Company, you can expect to continue seeing active engagement by your managers in the companies we own. We support and increase investment in high-quality businesses with strong management teams. Where management is ineffective or of low quality, we act swiftly to make changes. In the roughly 42 holdings within your Company, we have made changes to or hold a direct or indirect Board seat in 21 of them. Board presence is, of course, significantly weighted to our largest holdings. This is not a typical approach for many of our peers but we believe it is critical to generating value for our shareholders. It is not in our nature to surrender and sell when we get a management or business wrong, in fact the opposite is usually true. This approach has led to the historic outperformance of the Company against appropriate indices and we will continue in this manner for the foreseeable future.

Quoted Equities:

As noted in our 2024 Annual Report, the Company had benefitted from several takeovers within the portfolio. The current year has seen a similar level of takeover activity in the UK, but the portfolio has not been exposed to the majority of these deals. There was an approach for our largest holding, NIOX Group Plc, earlier in the year which would have returned £28 million of cash to the Company, but macro-economic uncertainty during the process disrupted the deal.

We continue to see redemptions in funds exposed to UK markets and this has continued the trend of punitive share price falls in companies reporting profit warnings, however minor they are. In the same manner, companies reporting operational improvements and top-line growth are not being rewarded appropriately.

It was pleasing to note our two largest holdings performed well in the year, with NIOX Group Plc returning 18.75% and Hargreaves Services Plc returning 23.5% in addition to dividends. Our direct engagement during Carr's Group Plc's strategic review contributed to the successful divestment of the engineering division for £75 million. We advocated for a clear path to capital return and a leaner structure, both of which are now underway, with material value being unlocked for shareholders. Elsewhere in the portfolio, we believe several of our assets have or will attract corporate activity in the future.

The negative performers were Avingtrans Plc, EKF Diagnostics Holdings Plc, Kitwave Group Plc and Flowtech Fluidpower Plc amidst a few smaller positions underperforming. Flowtech has had difficulty with its end markets amidst an industrial sector wide halt or delay in orders. The other names mentioned have performed well in the year and their share price decline has been unwarranted in our view.

Several existing investments were added to in addition to a number of new investments during the year. In particular, we increased our investment in Restore Group Plc, nearly doubling our position as the shares continued to trade cheaply despite significant improvements in the business. We have increased our position in Animalcare Group Plc as noted in the Half-Yearly Financial Report for the six month period ended 30 September 2024 and have built a small position in Big Technologies Plc, Venture Life Group Plc and Optima Health Plc.

Unquoted Equities:

The unquoted portfolio performed well. IEnergiser Plc was sold at a 100% uplift and GYG Plc at a 33% uplift although there are further small payments to come in the latter. Source Bioscience Plc results were very good and the outstanding performance in the current year will almost certainly see a further uplift in the valuation. One new investment was made during the year, Maple Investment Limited, which is performing in line with expectations.

Outlook:

In a world marked by growing uncertainty-driven by Trump-era tariffs and persistent regional conflicts-forecasting market trends for the coming year has rarely been more challenging or speculative. There is however, an emerging silver lining to President Trump's erratic economic behaviour. UK focused investors have long observed domestic capital migrating to overseas markets, most notably the US. One unintended consequence of the President's actions is the beginning of capital repatriation to UK and European markets as pension funds, historically overweighting the US, de-risk their exposure.

There have been a few green shoots in the UK Initial Public Offering (IPO) market as investment banks attempt to time the market recovery. It is clear that UK assets are materially undervalued by the high volume of takeovers that we have seen in the last few years and that continues today. As ever, we are confident in the current portfolio given the limited exposure to global tariffs, healthy balance sheets and core appeal to third party acquirers. Owners of the Company will be disappointed with the negative return in a turbulent 2024, but we believe we are strongly positioned to significantly benefit from any recovery in domestic markets. 

Harwood Capital Management (Gibraltar) Limited

4 July 2025

TEN LARGEST HOLDINGS

NIOX Group Plc

Cost £6,827,415 (35,000,000 shares) Market Value £26,600,000 representing 11.77% of NAV

NIOX Group Plc is a commercial-stage specialty pharmaceutical company focused on respiratory diseases. Its gold standard core NIOX Group Plc product provides a diagnostic FeNO test for asthma sufferers in international markets.

The company received a Private Equity backed bid for 81 pence per share earlier in the year, which would have marked a circa 400% return from our cost base. The offer was withdrawn during the week of Trump's tariff mania with the prospective bidder citing macro-economic uncertainty as to its reasoning.

The company continues to generate substantial cash, as evidenced by the £21 million it returned to shareholders via tender offer. Earnings before interest, taxes, depreciation and amortization ("EBITDA") improved to £13.8 million from £11.4 million in the prior year and the recent trading update notes a strong start to 2025 with revenue growth +21% and net cash of £14.5 million at April 2025 month end. We maintain our position on the board and have confidence in the new management team, who had previously occupied the roles of Chief Operating Officer (COO) and company secretary.

Hargreaves Services Plc

Cost £8,107,696 (2,500,000 shares)

Market Value £15,250,000 representing 6.74% of NAV

Hargreaves Services Plc provides services to the industrial and property sectors in the UK, Europe and Asia across its Services, Land and Hargreaves Raw Material Services (HRMS) Joint Venture ("JV") divisions. The business has evolved from a traditional model of industrial services and logistics to incorporate renewable energy, civil engineering, land restoration and remediation. The Company has developed a pipeline of opportunities with a land bank of 18,000 acres across the UK, which will have a mixed-use purpose of residential, commercial property and industrial use.

The company has performed very well during the year, with H1 numbers (May year end) showing exceptional returns from its earthworks business within the services division that serves large government infrastructure projects (HS2, Sizewell C). The company has flagged third party interest in the first tranche of its renewable land portfolio and we would expect an update soon. Elsewhere, the German JV has shown signs of recovery. The balance sheet is healthy with a forecast £18 million for the May year end after returning circa £6.1 million to shareholders by way of ordinary dividend.

Animalcare Group Plc

Cost £13,048,750 (6,750,000 shares) Market Value £14,445,000 representing 6.39% of NAV

Animalcare Group Plc markets and sells a range of pharmaceutical products and services to vets and vet wholesalers on a global scale.

Last year, the company sold its Identicare business and STEM JV, raising circa £30 million. In December 2024, the company announced it was spending £62 million on Randlab, an Australia-based equine veterinary business. The acquisition doubles Animalcare Group Plc's presence in the equine market and with EBITDA margins of circa 48%, will improve overall group profitability. Management has done a commendable job consolidating the product portfolio and the business now boasts 70% of its sales from owned products and the Randlab acquisition provides exciting cross sell opportunities. We have a high degree of confidence in the management team and anticipate further product launches in the coming years.

Avingtrans Plc

Cost £10,785,350 (4,000,000 shares)

Market Value £13,200,000 representing 5.84% of NAV

Avingtrans Plc is a buy and build strategy business that operates in the energy/nuclear, infrastructure and medical sectors. The company's self-branded 'Pinpoint - Invest - Exit' (PIE) has consistently delivered high returns for shareholders and the current portfolio contains some valuable assets.

The company again reported a strong set of interims with sales growth of 21.2% and EBITDA growth of 18.7%, with the engineering order book 95% covered for the year-end estimates. Given the localised production facilities and service demand, there is little in the way of negative tariff impact for the business. The significant upside in the company resides in asset exits with Hayward Tyler's assessed value of over £90 million and Ormandy's £12-15 million implying shareholders would own the rest of the business almost for free, which includes the valuable Booth and Metalcraft businesses alongside the more speculative medical assets.

Restore Plc

Cost £12,013,070 (5,500,000 shares)

Market value £12,650,000 representing 5.60% of NAV

Restore Plc is the UK leader in providing physical storage for the documentation market, serving end customers in the legal and medical professions alongside many others. The company has five businesses across two divisions that include record management, digitisation and secure data destruction.

The company has shown continued improvement under the leadership of Chief Executive Officer ("CEO") Charles Skinner. He has refined the cost base and simplified the business model in line with his stated agenda. With that complete, we expect the company to focus on revenue and profit growth, as evidenced by two Shredding bolt-on acquisitions for circa £8.2 million. The company is leveraged at 1.9x net debt but generates significant cash, we believe the shares are materially undervalued at present trading.

Redcentric Plc

Cost £9,134,690 (9,700,000 shares) Market value £11,931,000 representing 5.28% of NAV

The company is a leading UK Information Technology ("IT") managed services business that provides IT and cloud services to meet its customer and client's needs. The group benefits from an established reputation as an end-to-end managed service provider delivering innovative technology to improve business productivity and efficiency.

The Company reported adjusted EBITDA of £37 million on sales of £170 million in 2024 with recurring revenue at 91.2% of the total. The operational efficiencies management had previously highlighted are well reflected in a modest sales improvement of 4% yielding an EBITDA increase of 30.7% year on year. The company recently announced the successful migration of the Data Centre business, moving to two segment reporting alongside the Managed Services Provision business. This provides increased transparency and allows clear focus on the operational performance on each segment. The company has net debt of £41.8 million and continues to pay a dividend yielding circa 2.9%.

Carr's Group Plc

Cost £10,542,031 (9,000,000 shares)Market value £11,250,000 representing 4.98% of NAV

Carr's Group Plc is an international manufacturer and supplier of market leading brands in the specialty agriculture and engineering sectors.

Following a strategic review, the company successfully sold its engineering division for £70 million, an excellent result. Management will return £70 million of the proceeds through a tender offer process at circa 163 pence per share, a significant premium to the prevailing share price and leaves a balance sheet with circa £10.3 million of net cash at year end. The business model will now focus entirely on growing its agriculture business into new territories while expanding its market share in its existing regions. Management have sold off £7 million of property with more expected in the second half and cut costs in its central overhead. The CEO, previously Managing Director (MD) of agriculture, has laid a clear runway to growth and a recovery from trough markets and we anticipate further uplift in the shares.

Centaur Media Plc

Cost £12,166,100 (35,000,000 shares)

Market value £9,450,000 representing 4.18% of NAV

Centaur Media Plc is an international provider of business information, training, and specialist consultancy across its Xeim and The Lawyer business units. The company is actively engaged in the marketing and legal sectors, offering a wide range of products that add value to their customer base.

The company recently received interest from Brave Bison Plc in purchasing its MiniMBA division for circa £19 million. Should the deal go through, that transaction in addition to net cash of circa £9 million would suggest the remaining business, including its premium brand 'The Lawyer' magazine, is worth £17 million at current trading. We believe this woefully undervalues the remaining assets should the deal complete on the basis that The Lawyer is the most valuable asset in the company.

Pinewood Technologies Group Plc

Cost £1,968,896 (2,800,000 shares)

Market value £9,100,000 representing 4.02% of NAV

Pinewood Technologies Group Plc provides dealer management software solutions that provides an all-in-one cloud-based system for car, truck and motorcycle manufacturers and retailers on a global basis. Lithia intends to install the Pinewood Technologies Group Plc system into its US locations as well as expanding its European presence.

In March 2025, Pinewood Technologies Group Plc raised £34.2 million via an equity offering to acquire the remaining 91% of Seez. Seez is an automotive technology company that management regarded as critical given its AI and ML tools to facilitate transactions, improve customer interactions and drive headcount savings. The overall business is growing rapidly, with financial year 2025 sales forecast at £44.3 million growing to £59.2 million in financial year 2026. The balance sheet remains stable with circa £28 million of net cash anticipated for 2025 year end.

Tribal Group Plc-

Cost £11,671,185 (20,130,000 shares)

Market value £8,253,300 representing 3.64% of NAV

Tribal Group Plc is a provider of technology products and services to the education, learning and training markets in the UK and overseas. It is active in administrative functions in three fields: student management services, professional services & analytics, and quality assurance.

The shares have performed poorly since the largest shareholder rejected a bid of 74 pence per share with the shares now trading at circa 40 pence. The transition to a recurring revenue model had made good progress with Annual Recurring Revenue (ARR) up 6.5% to £57 million and £25 million more available by moving its customer base to a Cloud and subscription revenue model. Importantly, the dispute with Nanyang Technological University (NTU) has been settled at a significantly lower amount than had been feared. We expect group profitability to recover as it puts the legacy product wind down in the rearview mirror and believe that the shares are materially undervalued at current levels. 

INVESTMENT SCHEDULE

as at 31 March 2025

Refer to note 15 of the financial statements for further information on Segment Information.

Principal Activities

The principal activity of the Company is to carry out business as an investment company. The Directors do not envisage any changes in this activity for the foreseeable future.

Structure

The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 2020 and the Authorised Closed Ended Investment Scheme Rules and Guidance 2021 issued by the Guernsey Financial Services Commission ("GFSC"). It was incorporated and registered with limited liability in Guernsey on 2 December 1994, with registration number CMP28917. The Company's Ordinary Shares are listed on the Equity Share (Commercial Companies) segment (previously the 'Premium segment') of the Official List of the UK Listing Authority and are admitted to trading on the Main Market of the London Stock Exchange ("LSE").

Purpose

The purpose of the Company is to generate above-market returns, as measured against the appropriate index, over the medium and long term through investment in small and medium size companies.

Investment Policy

The Company principally invests in small and mid-size quoted and unquoted companies in the UK and US. The Investment Manager targets companies that have fundamentally strong business models but where there may be specific factors that are constraining the maximisation or realisation of shareholder value, which may be realised through the pursuit of an activist shareholder agenda by the Investment Manager. Dividend income is a secondary consideration when making investment decisions.

Achieving the Investment Policy

The investment approach of the Investment Manager is characterised by a rigorous focus on research and financial analysis of potential investee companies so that a thorough understanding of their business models is gained prior to investment. Comprehensive due diligence, including one or more meetings with management, as well as site visits, are standard procedures before shares are acquired.

Typically, the portfolio will comprise of 40 to 60 holdings (but without restricting the Company from holding a more or less concentrated portfolio in the future).

The Company may invest in derivatives, financial instruments, money market instruments and currencies solely for the purpose of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the Company's investments, including any technique or instrument used to provide protection against exchange and credit risks).

The Investment Manager expects that the Company's assets will normally be fully invested. During periods in which changes in economic conditions or other factors so warrant, the Company may reduce its exposure to securities and increase its position in cash and money market instruments.

A detailed description of the key risk controls employed by the Investment Manager is disclosed in note 16 of the financial statements. An analysis of the Company's portfolio is disclosed above including a description of the ten largest equity investments. At the year end, the Company's portfolio consisted of 57 holdings (2024: 54 holdings). The top 10 holdings represented 58.44% (2024: 57.87%) of NAV.

The Board is responsible for determining the gearing strategy for the Company. Gearing is used selectively to leverage the Company's portfolio in order to enhance returns where and to the extent this is considered appropriate, to do so. Borrowings are short term and particular care is taken to ensure that any bank covenants permit maximum flexibility of the investment policy. Refer to note 8 of the financial statements for more information.

The Company may only make material changes to its investment policy with the approval of shareholders (in the form of an ordinary resolution).

Investment Restrictions

The Company has adopted the following policies:

(a) it will not invest in securities carrying unlimited liability;

(b) short selling for the purpose of efficient portfolio management will be permitted provided that the aggregate value of the securities subject to a contract for sale that has not been settled and which are not owned by the Company shall not exceed 20 percent of the NAV. In addition, the Company may engage in uncollateralised stock lending on normal commercial terms with counterparties whose ordinary business includes uncollateralised stock lending provided that the aggregate exposure of the Company to any single counterparty shall not exceed 20 percent of the NAV;

(c) it will not take legal or management control of investments in its portfolio;

(d) it will not buy or sell commodities or commodity contracts or real estate or interests in real estate although it may purchase and sell securities which are secured by real estate or commodities and securities of companies that invest in or deal in real estate commodities;

(e) it will not invest or lend more than 20 percent of its assets in securities of any one Company or single issuer;

(f) it will not invest more than 35 percent of its assets in securities not listed or quoted on any recognised stock exchange;

(g) it will not invest in any Company where the investment would result in the Company holding more than 10 percent of the issued share capital of that Company or any class of that share capital, unless that Company constitutes a trading Company (for the purposes of the relevant UK legislation) in which case the Company may not make any investment that would result in it holding 50 percent or more of the issued share capital of that Company or of any class of that share capital;

(h) it will not invest more than 5 percent of its assets in units of unit trusts or shares or other forms of participation in managed open-ended investment vehicles;

(i) the Company may use options, foreign exchange transactions on the forward market, futures and contracts for differences for the purpose of efficient portfolio management provided that:

(1) in the case of options, this is done on a covered basis;

(2) in the case of futures and forward foreign exchange transactions, the face value of all such contracts does not exceed 100 percent of the NAV of the Company; or

(3) in the case of contracts for difference (including stock index future or options) the face value of all such contracts do not exceed 100 percent of NAV of the Company.

None of these restrictions, however, require the realisation of any assets of the Company where any restriction is breached as a result of an event outside the control of the Investment Manager which occurs after the investment is made, but no further relevant assets may be acquired by the Company until the relevant restriction can again be complied with. In the event of any breach of these investment restrictions, the Board will as soon as practicable make an announcement on a Regulatory Information Service and subsequently write to shareholders if appropriate; and

(j) the Company will ensure gearing does not exceed 20% of NAV.

Principal Risks and Uncertainties

The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency, or liquidity.

The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. The Board also monitors the investment limits and restrictions set out in the Company's investment objective and policy.

The principal and emerging risks that have been identified and the steps taken by the Board to mitigate these are as follows:

Details of how the Board monitors the services provided by the Investment Manager and the Administrator and the key elements designed to provide effective internal control are explained further in the internal controls section in the Audit Committee Report, which is set out below.

Management, Administration and Custody Arrangements

Harwood Capital Management (Gibraltar) Limited (the " Investment Manager") is authorised by the Gibraltar Financial Services Commission as a small scheme manager to manage Alternative Investment Funds under the Alternative Investment Managers Regulations 2013.

Refer to notes 3 and 4 of the financial statements for further details on the remuneration of the Investment Manager.

Administration, custodian and company secretarial services are provided to the Company by BNP Paribas S.A., Guernsey Branch. Registrar services are provided by MUFG Corporate Markets (Guernsey) Limited.

Related Parties

The Investment Manager, Directors and the major shareholder, NASCIT are considered related parties. Please refer to note 18 of the financial statements for further details.

Financial Review

At 31 March 2025, the NAV of the Company was £226,081,325 (2024: £231,666,198). The NAV per Ordinary Share was £16.15 (2024: £16.55). Details on the NAV and basic and diluted loss/earnings per Ordinary Share are under note 14 of the financial statements.

Dividend Policy

To the extent that any dividends are paid, they will be paid in accordance with any applicable laws and regulations of the UK Listing Rules and the requirements of the Companies (Guernsey) Law 2008 (as amended). The Directors do not propose payment of a dividend for the year ended 31 March 2025 (2024: nil).

Performance Measurement and Key Performance Indicators

In order to measure the success of the Company in meeting its objectives and to evaluate the performance of the Investment Manager, the Directors take into account the following performance indicators:

· Returns and NAV - The Board reviews at each meeting the performance of the portfolio as well as the NAV and share price of the Company.

For and on behalf of the Board

Nigel Cayzer

Chairman

4 July 2025

DIRECTORS' REPORT

The Directors present their report and the financial statements of the Company for the year ended 31 March 2025.

Share Capital

The Company's issued share capital as at 31 March 2025 consisted of 14,000,000 (2024: 14,000,000) Ordinary Shares of 50p nominal value each. All shares hold equal rights with no restrictions and no shares carry special rights with regard to the control of the Company.

During the year ended 31 March 2025 and up to the date of approval of these financial statements, the Company has not issued any additional Ordinary Shares.

Refer to note 11 of the financial statements for more information.

Buybacks

At the Annual General Meeting ("AGM") of the Company held in August 2024, the Directors were granted the general authority to purchase in the market up to 10% of the Ordinary Shares of each class in issue (as at 22 August 2024). This authority will expire at the forthcoming AGM. The Directors intend to seek annual renewal of this authority from the shareholders.

Pursuant to this authority, the Companies (Guernsey) Law 2008 and the discretion of the Directors, the Company may purchase Ordinary Shares of a particular class in the market on an ongoing basis with a view to addressing any imbalance between the supply of and demand for Ordinary Shares of such class, thereby increasing the NAV per Ordinary Share of that class and assisting in controlling the discount to NAV per Ordinary Share of that class in relation to the price at which the Ordinary Shares of such class may be trading.

During the year ended 31 March 2025, no shares were repurchased (2024: nil).

Refer to note 12 of the financial statements for more information.

Notifications of Shareholdings

As at 31 March 2025, the Company had been notified, in accordance with Chapter 5 of the Disclosure Guidance and Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), of the following shareholders that had an interest of greater than 5% in the Company's issued share capital.

As at 31 March 2025, NASCIT held 7,500,000 shares (53.57%) in the Company.

Between 1 April 2025 and the date of approval of the financial statements, no additional notifications were received.

Life of the Company

The Company does not have a fixed life. However, under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the AGM of the Company every two years from 2011 onwards. Special resolutions that the Company be wound up were tabled at the 2011, 2013, 2015, 2017, 2019, 2021 and 2023 AGMs and in each case were not carried. This was in line with the Board's recommendation to shareholders to vote against these resolutions. The next such resolution will be proposed in the 2025 AGM documents, where the Board expects to recommend that shareholders vote against this resolution.

Going Concern

The Directors have considered the Company's investment objective and risk management policy, its assets and the expected income and return from its investments while factoring in the current weak global economic conditions caused by multiple factors exacerbated by the uncertainty of Trump's tariff policies, the Russian invasion of Ukraine and the Israel/Gaza conflict as well as the resulting inflation and ongoing supply chain disruptions.

The Directors are of the opinion that the Company is able to meet its liabilities and ongoing expenses as they fall due and they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the next twelve months. As part of this review, the Directors have assessed:

· the Company's projected cashflows and operating expense;

· the potential liquidity of its asset base, 96% of which is listed;

· the Company's working capital position being a deficit of c.£2.5m at year end; and

· the closed-ended nature of the Company which protects it from redemptions, a significant risk for open-ended funds.

The Board has also reviewed stress testing and scenario analyses prepared by the Investment Manager, and included in these Accounts, which models adverse changes to market conditions and asses the Company's ability to meet its liabilities as they fall due. In addition, the Audit committee has reviewed the assumptions underpinning the going concern statement and supports the Board's conclusion.

The Directors have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM scheduled for August 2025. Accordingly, these financial statements have been prepared on a going concern basis and the Directors believe it is appropriate to continue to adopt this basis for a period of at least 12 months from the date of approval of these financial statements.

Viability Statement

At least once a year, the Directors are required to carry out a robust assessment of the principal and emerging risks and make a statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, taking into account the Company's current position and principal risks. The principal risks faced by the Company are described above.

The prospects of the Company are driven by its investment strategy, objectives and policy as summarised above and also by the conditions in the markets in which the Company invests and the financial market in general.

In assessing the prospects of the Company, the Directors have, in addition to taking into account the principal and emerging risks facing the Company, taken into account the Company's current position, which has included a process encompassing an examination of:

(i) the Investment Manager's view of the market conditions, including the potential impact of any global conflicts and investment opportunities in the market to which the Company is exposed, taking into consideration the financial markets generally;

(ii) the liquidity and prospects of the underlying positions of the Company;

(iii) the extent to which the Company directly or indirectly uses gearing;

(iv) the liquidity of the companies in which the Company invests; and

(v) the output of stress tests that evaluate the Company's ability to withstand adverse market movements.

Based on the results of their assessment process, the Directors have concluded that a period of three years from the Statement of Financial Position date is an appropriate period over which to assess the prospects of the Company. Three years is deemed an appropriate time period given the expected holding period needed to realise the Company's investment thesis from individual investments, the general economic outlook and the time needed for realisation of contingencies or claims.

Consideration was also given to the low level bank borrowings as well as the Company being a closed-ended investment Company. Based on this, combined with the level of cash held and listed investment holdings, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due within this period of assessment.

This three year time period assumes that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" is not passed at the AGM scheduled for August 2025 which is consistent with the Board's current expectations.

Section 172(1) Statement

Although the Company is domiciled in Guernsey, the Board adheres to the UK Corporate Governance Code and acknowledges its duty to comply with section 172(1) of the UK Companies Act 2006 to act in a way that promotes the success of the Company for the benefit of its members as a whole, particularly having regard to the shareholders, the service providers and the wider community and environment, as detailed below:

a) the likely consequences of any long-term decisions;

b) the need to foster business relationships with suppliers, customers and other parties;

c) the impact on the wider community and environment;

d) the desirability of the Company maintaining a high standard of business conduct; and

e) the need to act fairly between members of the Company.

Reappointment of independent Auditor

RSM CI (Audit) Limited (the "Auditor") has expressed its willingness to continue in office as auditor and a resolution to re-appoint it will be proposed at the Company's forthcoming AGM.

Disclosure of Information to Auditors

The Directors who were members of the Board at the time of approving this Report are listed below.

Each of those Directors confirms that:

· to the best of his knowledge and belief, there is no information relevant to the preparation of their report of which the Auditor is unaware; and

· he has taken all steps a Director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the Company's Auditor is aware of that information.

Dividend

The Directors do not recommend the payment of a dividend for the year (2024: £nil).

Financial Instruments

The financial instruments employed by the Company primarily comprise equity and loan stock investments, although it does hold cash and liquid instruments. Further details of the Company's risk management objectives and policies relating to the use of financial instruments can be found in note 16 of the financial statements.

For and on behalf of the Board

Nigel Cayzer

Chairman

4 July 2025

CORPORATE GOVERNANCE REPORT

Applicable Corporate Governance Codes

The Board has considered how the principles and provisions of the UK Corporate Governance Code 2018 ("the Code") has been applied by the Company and has reported against this Code (and the associated Financial Reporting Council Guidance on Audit Committees). A copy of the Code can be found at www.frc.org.uk.

The GFSC has stated in the "Finance Sector Code of Corporate Governance" ("GFSC Code") that companies which report against the UK Corporate Governance Code are deemed to meet the GFSC Code and need take no further action.

Corporate Governance Statement

The Company has complied with the recommendations of the Code, except as set out below and elsewhere in the Corporate Governance Report:

The Chairman should not remain in post beyond nine years from the date of their first appointment to the Board.

The Chairman of the Board has been the Chairman continuously since the Company was founded 29 years ago. The shareholders have given the Chairman their approval for his re-election at every AGM held since the Company's formation and always with a high percentage of the shareholders voting in favour of his re-election. Furthermore, the Directors have very high regard for the Chairman's integrity, professionalism and business expertise. These considerations, combined with the excellent performance of the Company over the past 29 years, are key in the overwhelming support the Chairman has received from shareholders and Directors to continue in his role.

Board Diversity - UK Listing Rule 6.6.6R (9)(a)

While the Board recognises that diversity, including gender and ethnic diversity, is of material importance to both its own shareholders and that of wider society, the Board composition at present does not meet the following target requirements of UK Listing Rule 6.6.6R (9)(a):

a) At least 40% of individuals on its board are women;

b) At least one of the senior board positions is held by a woman; and

c) At least one individual on its board is from a minority ethnic background.

There is a formal, rigorous and transparent procedure for the appointment of new Directors. Candidates are identified and selected on merit against objective criteria and with due regard to the benefits of diversity on the Board.

The Board has not adopted a diversity policy in respect of age, gender or nationality, believing that prescriptive targets would not be appropriate for, or in the interests of the Company and its shareholders. Instead, the Board focusses on encouraging diversity of business skills and experience recognising that Directors with diverse skills sets, capabilities and experience gained from different backgrounds enhance the Board. The Board considers that its members have a balance of skills and experience which are relevant to the Company and remains committed to the value and importance of diversity in the boardroom.

The tables below set out the Board's current composition against the targets prescribed by UK Listing Rule 6.6.6R (9)(a):

* CEO (Chief Executive Officer), CFO (Chief Financial Officer), SID (Senior Independent Director). The Company is not self-managed and does not have executive management functions, including roles of CEO, CFO or SID.

Remuneration Committee

The Board has not deemed it necessary to appoint a Remuneration Committee as, being comprised of a majority of independent Directors; the whole Board considers these matters on an ongoing basis. 

Executive Directors' remuneration

As the Board has no executive Directors, it is not required to comply with the principles of the Code in respect of executive Directors' remuneration. Directors' fees are detailed in the Directors' Remuneration Report below.

Internal audit function

As the Company delegates to third parties its day-to-day operations and has no employees, the Board has determined that there is no requirement for an internal audit function. The Directors consider the ability to place reliance on third party service providers and reports therefrom and review annually whether a function equivalent to an internal audit is needed and will continue to monitor its systems of internal controls in order to provide assurance that they operate as intended.

The Company complies with the corporate governance statement requirements pursuant to the Financial Conduct Authority's Disclosure Guidance and Transparency Rules by virtue of the information included in the Corporate Governance section of the Annual Report together with information contained in the Strategic Report and the Directors' Report.

As the Company does not have any employees, the Board or Audit Committee have not established arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.

Directors

Nigel Cayzer (Chairman)

British

Nigel Cayzer has, over the last 37 years, been a director and or Chairman of a number of investment companies including Abrdn Asia Focus Limited from 1995 until 2023. He has been and remains a director of a number of private companies. He was Chairman of Maggie's, the cancer charity from 2004 until 2014.

Sidney Cabessa

French

Mr Sidney Cabessa is also a director of Club-Sagem and Mercator/Nature et découvertes. He was chairman of CIC Finance, an investment fund and a subsidiary of French banking group, CIC - Credit Mutuel and was previously a director of other investment companies. He has previously been senior adviser with Rothschild and Co (2012 to 2017) and is now senior adviser at Essling Capital. He is also a director of Harwood Capital Management Limited, the parent company of the Investment Manager.

Jamie Brooke

British

Mr Jamie Brooke is a qualified chartered accountant with over 25 years investment experience and has been a director on over 20 boards. He was formerly lead fund manager for the Hanover Catalyst Fund, prior to which he was at Lombard Odier where as a fund manager, he specialised in strategic UK small cap equity investing, having moved with the Volantis team from Henderson Global and before that, Gartmore. He is currently a non-executive director at Chapel Down Group plc, Flowtech Fluidpower plc, Triple Point VCT 2011 plc and Kelso Group Holdings plc.

Gavin Farrell

British

Gavin Farrell qualified as a solicitor of the Supreme Court of England and Wales, a French Avocat and an Advocate of the Royal Court of Guernsey. He worked for a number of years at Simmons & Simmons in their London and Paris offices, both in the general corporate and financial services/funds departments. He then moved to Guernsey in 1999 where he was called as an advocate of the Royal Court of Guernsey. Mr Gavin Farrell became a partner in January 2003 of the corporate department of the then Ozannes, which became Mourant Ozannes where he ended as a senior partner and head of the Corporate Department. He left Mourant Ozannes in November 2016 to be one of the founding partners of Ferbrache & Farrell LLP. He holds a number of directorships in both public and private investment funds, captive insurance companies, active management entities and trading groups. He is a resident of Guernsey.

Christopher Mills

British

Mr Christopher Mills is a partner and CEO of Harwood Capital LLP, a wholly owned subsidiary of Harwood Capital Management Limited. He also serves as director on the board of the Investment Manager and as Chief Investment Officer ("CIO") of NASCIT, a shareholder of the Company. NASCIT is the winner of numerous Micropal and S&P Investment Trust awards. In addition, he is a non-executive director of numerous UK companies which are either currently, or have in the past five years been, publicly quoted.

John Grace

New Zealander

Mr John Grace is actively involved in the management of several global businesses including asset management, financial services and real estate. He is a director and founder of Sterling Grace International Ltd. Sterling Grace International Ltd and its affiliates manage investments for high net-worth investors, institutions and investment partnerships. The Company is active in global money management, financial services, private equity and real estate investments. He is also chairman of Trustees Executors Holdings Ltd, owner of the premier and oldest New Zealand trust Company established in 1882. It is the market leader in the corporate trust business. Its clients include government divisions, corporations and banks. The Company is active in wholesale financial services including trust accounting, securities custody and mutual fund registry. It is also actively engaged in the personal trust business. He graduated from Georgetown University. He has served as a director of numerous public companies and charities. He currently supports genetic research and education initiatives in science at the University of Lausanne, EPFL École polytechnique fédérale de Lausanne and CERN, the European Organization for Nuclear Research.

John Radziwill

British

Mr John Radziwill is currently a director of StoneX Group Inc. (known as INTL FCStone Inc. up to 5 July 2022), Goldcrown Group Limited, Fourth Street Capital Ltd, Fifth Street Capital Ltd and Netsurion Ltd. In the past ten years, he also served as a director of Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd, Air Express International Corp., Radix Ventures Inc, Baltimore Capital Plc, Lionheart Group Inc, USA Micro Cap Value Co Ltd and Radix Organisation Inc. Mr John Radziwill is a member of the Bar of England and Wales.

Judith MacKenzie (appointed on 1 August 2024)

British

Judith joined Downing in October 2009. Previously she was a partner at Acuity Capital (a buyout from Electra Partners) managing AIMs and small company investments. Prior to Acuity, Judith spent nine years as a senior investment manager with Aberdeen Asset Management Growth Capital as Co-Fund Manager of the five Aberdeen VCT, focusing on technology and media investments in both listed and private companies. Judith is Chair of the Quoted Companies Alliance and is an active member on boards both in the private and public arenas. Judith founded Downing Fund Managers in 2010, the boutique investment arm of Downing LLP.

Our Governance Framework

Board Independence and Composition

The Board

The Board is comprised of six independent non-executive Directors including the Chairman, Mr Nigel Cayzer, and two non-independent non-executive Directors: Mr Sidney Cabessa, who is a director of Harwood Capital Management Limited, the parent company of the Investment Manager; and Mr Christopher Mills, who is the partner and CEO of Harwood Capital LLP (a wholly owned subsidiary of Harwood Capital Management Limited), a director on the board of the Investment Manager and also the CIO of NASCIT, a shareholder of the Company. The biographical details of the Directors holding office at the date of this report are listed above demonstrate a breadth of investment, accounting and professional experience.

The Board does not consider it necessary to appoint a Senior Independent Director, as it is considered that all the Directors have different qualities and areas of expertise on which they may lead where issues arise and to whom concerns can be conveyed. The performance of the Company is considered in detail at each Board meeting. An evaluation of Directors' performance, their independence and the work of the Board as a whole and its committees is reviewed annually by the Nomination Committee. The Directors also review the Chairman's performance, without the Chairman present. The Board considers that independence is not compromised by the length of tenure and that it has the appropriate balance of skills, experience, ages and length of service in the circumstances. The majority of the Board is considered to be independent.

The Investment Manager takes decisions as to the purchase and sale of individual investments. The Directors have access to the advice and services of the Company Secretary through its appointed representatives who are responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Directors are able to have access to independent professional advice at the Company's expense if they judge it necessary to discharge their responsibilities as Directors. To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. 

BNP Paribas S.A., Guernsey Branch through its representative, acts as Company Secretary to the Board and Committees and in doing so it:

· assists the Chairman in ensuring that all Directors have full and timely access to all relevant documentation;

· organises induction of new Directors; and

· is responsible for ensuring that the correct Board procedures are followed and advises the Board on corporate governance matters

The Culture and Values of the Board

The Board is comprised of seven male and one female Directors from three different nationalities and with diverse backgrounds and skill sets in key areas including investment, business management, accountancy, finance and law. The culture of the Board is to discuss all matters in an open and professional manner. All members of the Board have proven competence and a history of success in their business ventures and careers. All are well regarded in their communities and all acknowledge the responsibility placed on them and the need to be ethical, professional and assertive in executing their duties.

Directors' Appointment and Re-election

Any Director may resign in writing to the Board at any time.

In accordance with the Code, all Directors seek annual re-election to the Board at the AGM.

The Board continues to believe that Mr Nigel Cayzer, Mr Jamie Brooke, Mr Gavin Farrell, Mr John Radziwill Mr John Grace and Ms MacKenzie are independent, that all Directors standing for re-election make an effective and valuable contribution to the Board and that the Company should support their re-election.

Responsibilities

The Board meets at least four times each year and deals with the important aspects of the Company's affairs including the setting and monitoring of investment strategy and the review of investment performance. The Investment Manager takes decisions as to the purchase and sale of individual investments, in line with the investment policy and strategy set by the Board. The Investment Manager together with the Company Secretary also ensures that all Directors receive, in a timely manner, all relevant management, regulatory and financial information relating to the Company and its portfolio of investments. A representative of the Investment Manager attends each quarterly Board meeting, enabling Directors to question any matters of concern or seek clarification on certain issues. Matters specifically reserved for decision by the full Board have been defined and a procedure adopted for Directors in the furtherance of their duties to take independent professional advice at the expense of the Company.

Tenure

The Board has adopted a policy on tenure that is considered appropriate for an investment company. The Board does not believe that length of service, by itself, leads to a closer relationship with the Investment Manager or necessarily affects a Director's independence. The Board's tenure and succession policy seeks to ensure that the Board is well-balanced and will be refreshed from time to time by the appointment of new Directors with the skills and experience necessary to replace those lost by Directors' retirements. Directors must be able to demonstrate their commitment to the Company. The Board seeks to encompass relevant past and current experience of various areas relevant to the Company's business.

Relationship with the Investment Manager and the Administrator

The Board has delegated various duties to external parties including the management of the investment portfolio, the custodian services (including the safeguarding of assets), the registration services and the day-to-day Company secretarial, administration and accounting services. 

The Board receives and considers reports regularly from the Investment Manager and ad hoc reports and information are supplied to the Board as required. The Investment Manager takes decisions as to the purchase and sale of individual investments. The Investment Manager and Administrator also ensure that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. Representatives of

the Investment Manager and Administrator attend each Board meeting enabling the Directors to probe further on matters of concern. A formal schedule of matters specifically reserved for decision by the full Board has been defined and a procedure adopted for Directors. The Directors have access to the advice and service of the corporate Company Secretary through its appointed representative who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.

Article 22(2)(e) & (f) of Alternative Investment Fund Managers Directive requires the disclosure of fixed and variable remuneration paid by the Alternative Investment Fund Managers ("AIFM") to senior management and members of staff of the AIFM whose actions have a material impact on the risk profile of the Alternative Investment Fund. The AIFM consider the actions of only one member, of senior management, to have a material impact on the risk profile of the Company. Therefore, the Directors do not consider it appropriate to make this disclosure.

Shareholder Engagement

Communications with shareholders

The Board believes that the maintenance of good relations with shareholders is important for the long-term prospects of the Company. Where appropriate the Chairman and other Directors are available for discussion about governance and strategy with major shareholders and the Chairman ensures communication of shareholders' views to the Board. The Board receives feedback on the views of shareholders from the Investment Manager and Broker.

The Board believes that the AGM provides an appropriate forum for investors to communicate with the Board and encourages participation. The AGM will be attended by at least one Director. Details of proxy votes received in respect of each resolution will be made available to shareholders at the meeting and will be posted on the Company's website following the meeting.

The annual and half-year reports are available to all shareholders. The Board considers the format of the annual and interim reports so as to ensure they are useful to all shareholders and others taking an interest in the Company. In accordance with best practice, the Annual Report, including the Notice of the AGM, will be sent to shareholders at least 20 working days before the meeting.

Institutional Investors - use of voting rights

The Investment Manager, in the absence of explicit instructions from the Board, are empowered to exercise discretion in the use of the Company's voting rights in respect of investments and then to report to the Board, where appropriate, regarding decisions taken. The Board has considered whether it was appropriate to adopt a voting policy and an investment policy with regard to social, ethical and environmental issues and concluded that it was not appropriate to change the existing arrangements.

2025 AGM

The next AGM will be held in Guernsey in August 2025. The notice for the AGM set out in the shareholder Circular accompanying this Annual Report sets out the ordinary and special resolutions to be proposed at the meeting. Separate resolutions are proposed for each substantive issue.

Conflict of Interests

Directors are required to disclose all actual and potential conflicts of interest to the Board as they arise for consideration and the Board may impose restrictions or refuse to authorise conflicts if deemed appropriate. The Directors have undertaken to notify the Company Secretary as soon as they become aware of any new potential conflicts of interest that would need to be approved by the Board. Only Directors who have no material interest in the matter being considered will be able to participate in the Board approval process. 

It has also been agreed that the Directors will advise the Chairman and the Company Secretary in advance of any proposed external appointment. None of the Directors, except Mr Christopher Mills, had a material interest in any contract, which is significant to the Company's business. Note 18 to the financial statements provides further details on the material interests of Mr Christopher Mills. The Directors' Remuneration Report provides information on the remuneration and interests of the Directors. 

Performance Evaluation

The Board has adopted a formal annual evaluation of its own performance and that of its Committees and individual Directors. The last evaluation took place in 2025 and was led by the Chairman. The Chairman was not involved in the evaluation of his own performance. 

The evaluation is conducted utilising a questionnaire. The Board has developed criteria for use at the evaluation, which focuses on the individual contribution to the Board and its Committees made by each Director and the Chairman, each Director's independence and the responsibilities, composition and agenda of the Committees and of the Board itself.

A review of Board composition and balance, including succession planning for appointments to the Board, is included as part of the annual performance evaluation. The non-executive Directors also meet without the Chairman present to appraise his performance.

During the annual Board evaluation in 2025, it was concluded that all Directors with the exception ofMr Christopher Mills and Mr Sidney Cabessa were independent. It was confirmed that the Chairman and all Directors felt well prepared and able to participate fully at Board meetings, with a good understanding of the markets and investments of the Company. It was agreed that all relevant topics were fully discussed at effective Board meetings, with the Board having a good range of competencies and skills.

The Board will continue to review its procedures, its effectiveness and development in the year ahead.

Induction/Information and Professional Development

Directors are provided, on a regular basis, with key information on the Company's policies, regulatory requirements and its internal controls. Regulatory and legislative changes affecting Directors' responsibilities are advised to the Board as they arise, along with changes to best practice from, amongst others, the Company Secretary and the Auditor. Advisers to the Company also prepare reports for the Board from time to time on relevant topics and issues.

When a new Director is appointed to the Board, they are provided with all relevant information regarding the Company and their respective duties and responsibilities as a Director. In addition, a new Director also spends time with representatives of the Investment Manager in order to learn more about their processes and procedures.

Independent Advice

The Board recognises that there may be occasions when one or more of the Directors feels it is necessary to take independent legal advice at the Company's expense. A procedure has been adopted to enable them to do so, which is managed by the Company Secretary.

Directors' Indemnity

To the extent permitted by Guernsey law, the Company's Articles of Incorporation provide an indemnity for the Directors against any liability except such (if any) as they shall incur by or through their own breach of trust, breach of duty or negligence. During the year, the Company has maintained insurance cover for its Directors and Officers under a Directors' and Officers' liability insurance policy.

Board Meetings

The Board meets at least quarterly. Certain matters are considered at all Board meetings including the performance of the investments, NAV and share price and associated matters such as asset allocation and investor relations. Consideration is also given to administration, compliance and corporate governance matters and where applicable, reports are received from the Board committees.

Directors unable to attend a Board meeting are provided with the Board papers and can discuss issues arising in the meeting with the Chairman or another non-executive Director.

Attendance at scheduled meetings of the Board and its committees for the year ended 31 March 2025

*Appointed on 1 August 2024

Board Committees

The Board has established a Nomination Committee and an Audit Committee with defined terms of reference and duties. Further details of these committees can be found below. The terms of reference for each committee can be found on the Company's website www.oryxinternationalgrowthfund.co.uk.

Nomination Committee

Membership:

Nigel Cayzer - Chairman (Independent non-executive Director)

Sidney Cabessa (Non-executive Director)

John Grace (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

The Board believes it is appropriate for the Chairman of the Board to also be Chairman of the Nomination Committee as he is an independent non-executive Director.

Key Objectives

To evaluate the effectiveness of the Board and its Committees and to evaluate the balance of skills, knowledge and experience on the Board and the division of responsibilities between the Board and the Investment Manager. The Nomination Committee also meets as and when appropriate to replace Directors who retire from the Board, leading the process for Board appointments and making recommendations to the Board. 

Responsibilities

· Regularly reviews and makes recommendations in relation to the structure, size and composition of the Board including the diversity and balance of skills, knowledge and experience and the independence of the non-executive Directors;

· Oversees the performance evaluation of the Board, its committees and individual Directors;

· Reviews the tenure of each of the non-executive Directors;

· Leads the process for identifying and making recommendations to the Board regarding candidates for appointment as Directors, giving full consideration to succession planning and the leadership needs of the Company;

· Makes recommendations to the Board on the composition of the Board's committees; and

· Have due regard for corporate governance, bringing any issues to the attention of the Board.

Nomination Committee Meetings

Only members of the Nomination Committee have the right to attend Committee meetings. Representatives of the Investment Manager and Administrator are invited by the Nomination Committee to attend meetings as and when appropriate. In the event of matters arising concerning an individual's membership of the Board, they would absent themselves from the meeting as required and another independent non-executive Director would take the Chair, if this applied to the Committee Chairman.

Main Activities during the Year

The Nomination Committee met to consider and review the results of the annual Board evaluation and considered that the balance of experience, skills, independence and knowledge of the Company was appropriate. Refer above for further details.

The Nomination Committee identified Ms Judith MacKenzie as a suitable candidate and recommended her appointment to the Board. On 3 July 2024, the Board agreed that Ms MacKenzie be appointed as a director based on her knowledge of the underlying asset class and her experience and expertise in the industry. On 1 August 2024, Ms MacKenzie was appointed as a Director of the Company.

Nigel Cayzer

On behalf of the Nomination Committee

4 July 2025

AUDIT COMMITTEE REPORT

Audit Committee

Membership:

Jamie Brooke - Chairman (Independent non-executive Director)

John Radziwill (Independent non-executive Director)

Gavin Farrell (Independent non-executive Director)

Key Objectives

The provision of effective governance over the appropriateness of the Company's financial reporting including the adequacy of related disclosures, the performance of the external auditors and the management of the Company's systems of internal financial and operating controls and business risks.

Responsibilities

· Reviewing the Company's internal financial controls;

· Reviewing the Company's financial results announcements, financial statements and monitoring compliance with relevant statutory and listing requirements;

· Reporting to the Board on the appropriateness of the Company's accounting policies and practices including critical accounting policies and practices;

· Advising the Board on whether the Audit Committee believes the annual report and audited financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance;

· Overseeing the relationship with the external auditor;

· Considering the financial and other implications on the independence of the auditor arising from any non-audit services provided by the auditors; and

· Compile a report on its activities to be included in the Company's annual report.

The Committee members have a wide range of financial and commercial expertise necessary to fulfil the Committee's duties.

Audit Committee Meetings

The Committee previously met at least two times a year. Only members of the Audit Committee have the right to attend Audit Committee meetings. During the year ended 31 March 2025, the Audit Committee decided that there was no requirement to meet three times as referenced in the Terms of Reference and meeting twice during the year was sufficient as regular dialogue was maintained with key individuals as per 4.2 of the Terms of Reference. Representatives of the Investment Manager and Administrator will be invited to attend Audit Committee meetings on a regular basis and other non-members may be invited to attend all or part of the meeting as and when appropriate and necessary. The Company's external auditor is also invited whenever it is appropriate. The Committee is also able to meet separately with the external auditors without the Investment Manager being present.

Main Activities during the Year

The Committee assists the Board in carrying out its responsibilities in relation to financial reporting requirements, risk management and the assessment of internal financial and operating controls. It also manages the Company's relationship with the external auditor. Meetings of the Committee generally take place prior to a Company Board meeting. The Committee reports to the Board, as part of a separate agenda item, on the activity of the Committee and matters of particular relevance to the Board in the conduct of their work.

The Committee advises the Board on whether it believes the Annual Report and audited financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy. The Committee's terms of reference can be found on the Company's website http://www.oryxinternationalgrowthfund.co.uk.

Financial Reporting

The primary role of the Committee in relation to financial reporting is to review in conjunction with the Investment Manager and the Administrator the appropriateness of the half-year and the audited annual financial statements concentrating on, amongst other matters:

· The quality and acceptability of accounting policies and practices;

· The clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements;

· Material areas in which significant judgements have been applied or there has been discussion with the external auditor;

· Whether the annual report and audited financial statements, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy; and

· Any correspondence from regulators in relation to the quality of our financial reporting.

To aid its review, the Committee considers reports from the Investment Manager, Administrator and also reports from the external auditor on the outcome of their annual audit.

Significant Accounting Matters

In relation to the Annual Report and audited financial statements for the year ended 31 March 2025, the following significant issue was considered by the Audit Committee:

Internal Controls

The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness, which was in place up to the date the financial statements were signed. The Board has delegated the responsibility of regularly reviewing the effectiveness of the systems of internal controls in place to the Audit Committee. The Audit Committee believes that the key risks identified and implementation of the system to monitor and manage those risks, are appropriate to the Company's business as an investment company. 

The ongoing risk assessment includes the monitoring of the financial, operational and compliance risks as well as an evaluation of the scope and quality of the system of internal control adopted by the third party service providers. The Audit Committee regularly reviews the delegated services to ensure their continued competitiveness and effectiveness. The system is designed to ensure regular communication of the results of monitoring by the third parties to the Board and the incidence of any significant control failings or weaknesses that have been identified and the extent to which they have resulted in unforeseen outcomes or contingences that may have a material impact on the Company's performance or operations. The Audit Committee believes that, although robust, the Company's system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. 

The Committee is responsible overall for the Company's system of internal financial and operating controls and for reviewing its effectiveness. Such a system, however, is designed to manage rather than eliminate risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board receives each year a report from the Administrator on its internal controls which includes a report from the Administrator's auditors on the control policies and procedures in operation.

The Investment Manager has established an internal control framework to provide reasonable but not absolute assurance on the effectiveness of the internal controls operated on behalf of its clients. The effectiveness of the internal controls is assessed by the Investment Manager's compliance and risk department on an ongoing basis.

In respect of the Company's system of internal controls and reviewing its effectiveness, the Directors are satisfied that a robust assessment of the principal and emerging risks facing the Company has been carried out (as outlined above) and that having reviewed the effectiveness of the risk management and internal control systems including material financial, operational and compliance controls (including those relating to the financial reporting process) no significant failings or weaknesses were identified.

External Audit

The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. The Committee received a detailed audit plan from the Auditor identifying their assessment of the 'key audit matters', being the ownership and valuation of investments. This is consistent with the Committee's own assessment which have been kept under review throughout the year. The Committee assesses the effectiveness of the audit process in addressing these matters through the reporting received from the Auditor in relation to the year-end. In addition, the Committee seeks feedback from the Investment Manager and the Administrator on the effectiveness of the audit process. For the 2025 financial year, the Committee was satisfied that there had been appropriate focus and challenge on the significant and other key areas of audit risk and assessed the quality of the audit process to be good.

Independence

The Committee considers the independence of the external auditor on an annual basis. In its assessment of the independence of the external auditors, the Committee receives details of any relationships between the Company and the Auditor that may have a bearing on their independence and receives confirmation that the external auditor is independent of the Company.

Non-Audit Services

The Auditor and the Directors have agreed a policy for non-audit services. All non-audit services are prohibited.

Auditor's Remuneration

The Committee approved the fees for audit services for 2024/25 after a review of the level and nature of work to be performed and after being satisfied by the Auditor that the fees were appropriate for the scope of the work required. The Auditor will be remunerated £68,500 for their services to be rendered in 2024/25. This entire amount relates to the 2025 year-end audit.

Committee Evaluation

The Committee's activities formed part of the Board evaluation performed in 2025. Details of this process can be found under "Performance Evaluation" above.

Jamie Brooke

Chairman of the Audit Committee

4 July 2025

DIRECTORS' REMUNERATION REPORT

The Directors' remuneration for the years ended 31 March 2025 and 31 March 2024 is as follows:

*Appointed on 1 August 2024

Remuneration Policy

The determination of the Directors' fees is a matter dealt with by the Board. The Directors reviewed the fees paid to the Boards of Directors of similar investment companies and revised the remuneration of the Directors in 2017 and again 2023. No Director is involved in decisions relating to their own remuneration.

No Director has a service contract with the Company and Directors' appointments may be terminated at any time by one month's written notice with no compensation payable at termination.

The Company's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrears. No Director has any entitlement to a pension and the Company has not awarded any share options or long-term performance incentives to any of the Directors. No element of the Directors' remuneration is performance related. Directors are authorised to claim reasonable expenses from the Company in relation to the performance of their duties.

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable high calibre candidates to be recruited. During the years ended 31 March 2025 and 31 March 2024, the policy was for the Chairman of the Board and the Audit Committee to be paid higher fees than the other Directors in recognition of their more onerous role and more time spent. The Board may amend the level of remuneration paid within the limits of the Company's Articles of Incorporation.

Service Contracts and Policy on Payment of Loss of Office

Directors are appointed with the expectation that they are initially appointed until the following AGM when, it is required that they be re-elected by shareholders. Directors will initially serve for a period of three years and will stand for re-election every three years. In accordance with the Code, Directors who have served for more than nine years as non-executive Directors will retire annually and seek re-election to the Board. Directors or members of the Investment Manager are subject to annual election, in accordance with Listing Rule 15.2.13A. 

The biographies of the Directors holding office at the date of this report are provided above.

Directors' Interests

The Company has not set any requirements or guidelines for Directors to own shares in the Company. The beneficial interests of the Directors and their connected persons in the Company's shares are shown in the table below:

Mr Sidney Cabessa is a director of Harwood Capital Management Limited, the parent company of the Investment Manager. No fees were paid or are payable to Harwood Capital Management Limited.

Mr Christopher Mills is a Partner and CEO of Harwood Capital LLP (a wholly owned subsidiary of Harwood Capital Management Limited), a director on the board of the Investment Manager and also the CIO of NASCIT, a shareholder of the Company. The Investment Manager is entitled to fees as detailed in notes 3 and 4 of the financial statements.

On 4 June 2025, Ms Lynne Mills, a close family member of Mr Christopher Mills, purchased additional 5,000 Ordinary Shares.

Other than fees payable in the ordinary course of business, there have been no material transactions with these related parties.

Annual Report on Remuneration

Other than as shown above, no other remuneration or compensation was paid or payable by the Company during the year to any of the Directors.

Advisers to the Remuneration Committee

The Board has not sought the advice or services by any outside person in respect of its consideration of the Directors' remuneration.

Nigel Cayzer

On behalf of the Board

4 July 2025

Statement of Directors' responsibilities in respect of the Annual Report and audited financial statements 

The Directors are responsible for preparing the Annual Report and audited financial statements in accordance with applicable law and regulations. 

The Companies (Guernsey) Law 2008 (as amended) requires the Directors to prepare financial statements for each financial year. Under that law, they are required to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the UK IASB ("International Accounting Standards Board") and applicable law. 

Under Company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to: 

· select suitable accounting policies and then apply them consistently; 

· make judgements and estimates that are reasonable, relevant and reliable; 

· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and 

· use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies (Guernsey) Law 2008. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the Annual Report and audited financial statements

We confirm that to the best of our knowledge: 

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and 

· the Annual Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal and emerging risks and uncertainties that they face. 

We consider the Annual Report and audited financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

By order of the Board

Jamie Brooke Gavin Farrell

Director Director

4 July 2025 4 July 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORYX INTERNATIONAL GROWTH FUND LIMITED

Opinion

We have audited the financial statements of Oryx International Growth Fund Limited (the "Company"), which comprise the Statement of Financial Position as at 31 March 2025, and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes 1 to 20 to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the United Kingdom.

In our opinion the financial statements of the Company:

· give a true and fair view of the state of the Company's affairs as at 31 March 2025 and of its profit for the year then ended;

· have been properly prepared in accordance with IFRS as adopted by the United Kingdom ('IFRS'); and

· have been prepared in accordance with the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ('ISAs (UK)') and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Guernsey, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

Our audit was scoped by obtaining an understanding of the Company and its environment, including internal control, and assessing the risks of material misstatement.

Our consideration of the control environment

The Company has appointed BNP Paribas S.A., Guernsey Branch to provide the accounting function. The accounting function has been delegated to BNP Paribas S.A., Jersey Branch ('BNP'). We have obtained BNP's ISAE 3402 controls assurance report for the period 1 October 2023 to 30 September 2024 which summarises the suitability of design and implementation and operating effectiveness of controls. We have reviewed the report and considered the controls relevant to the accounting functions undertaken by BNP for the Company. As the reporting date of the Company is 31 March 2025, we have obtained correspondence issued by BNP confirming that there have not been any material changes to the internal control environment nor any material deficiencies in the internal controls to 31 March 2025.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion, the key audit matter was as follows:

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality £3,610,000 (2024: £3,470,000)

Basis for determining materiality - Approximately 1.5% of the Company's total assets (2024: 1.5%).

Rationale for the benchmark applied - The key users of the financial statements are primarily focused on the valuation of the Company's assets.

Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 75% (2024: 75%) of materiality for the 2025 audit. In determining performance materiality, we considered our understanding of the entity, including our assessment of the overall control environment.

Error reporting threshold

We agreed with the Audit Committee that we would report to them all audit differences in excess of £180,000 (2024: £170,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included our review of the directors' statement in note 2(b) and their identification of any material uncertainties to the Company's ability to continue over a period of at least twelve months from the date of approval of the financial statements.

We considered as part of our risk assessment the nature of the Company, its business model and related risks including where relevant the impact of the conflicts in Ukraine and the Middle East as well as the requirements of the applicable financial reporting framework and the system of internal control.

We evaluated the directors' assessment of the Company's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors' plans for future actions in relation to their going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

We are required to state whether we have anything material to add or draw attention to in relation to that statement required by Listing Rule UKLR6.6.6R(3) and report if the statement is materially inconsistent with our knowledge obtained in the audit. We confirm that we have nothing to report in connection with this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in respect of these matters.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion;

· adequate accounting records have not been kept; or

· the financial statements are not in agreement with the accounting records and returns; or

· we have not received all the information and explanations we require for our audit.

Corporate governance statement

The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the Listing Rule UKLR6.6.6R(6) specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of

the Strategic Report, Directors' Report, Audit Committee Report and Statement of Directors' Responsibilities is materially consistent with the financial statements or our knowledge obtained during the audit:

· Directors' statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out above;

· Directors' explanation as to its assessment of the entity's prospects, the period this assessment covers and why they period is appropriate set out above;

· Directors' statement on fair, balanced and understandable set out above;

· Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out above;

· The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out above and;

· The section describing the work of the audit committee set out above.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

· Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is explained below.

The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we:

· obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Company operates in and how the Company is complying those frameworks;

· inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected, or alleged instances of fraud;

· discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud having obtained an understanding of the effectiveness of the control environment; and

· reviewed minutes of the Board and Audit Committee.

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included IFRS as adopted by the United Kingdom, Companies (Guernsey) Law, 2008, Authorised Close Ended Investment Scheme Rules, 2021, Listing and Disclosure Transparency Rules and the AIC Code of Corporate Governance. The audit procedures performed included:

· a review of the financial statement disclosures and testing to supporting documentation;

· completion of disclosure checklists to identify areas of non-compliance; and

· review of the financial statement disclosures by a specialist in the Listing and Disclosure Transparency Rules.

The area that we identified as being susceptible to material misstatement due to fraud was management override of controls. The audit procedures performed included:

· testing the appropriateness of journal entries and other adjustments;

· undertaking analytical procedures to identify unusual or unexpected relationships;

· assessing whether the judgements made in determining accounting estimates, in particular in respect of the fair value of investments, is indicative of a potential bias; and

· evaluation of the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit there is an unavoidable risk that some material misstatement of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). However, the principal responsibility for ensuring that the financial statements are free from material misstatement, whether caused by fraud or error, rests with the directors who should not rely on the audit to discharge those functions.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the directors on 25 March 2021 to audit the financial statements for the year ending 31 March 2021 and subsequent financial periods. The period of total uninterrupted engagement is five years, covering the years ended 31 March 2021 to 31 March 2025.

No non-audit services have been provided to the Company and we remain independent of the Company in conducting our audit.

Our audit opinion is consistent with our reporting to the audit committee we are required to provide in accordance with ISAs (UK).

Use of our report

This report is made solely to the Company's members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Philip J Crosby

For & on behalf of

RSM CI (Audit) Limited

Chartered Accountants and Recognized Auditors

Guernsey, C.I.

4 July 2025

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2025

There are no items of other comprehensive income, therefore total (loss)/profit for the year is the total comprehensive (loss)/income attributable to shareholders.

All items in the above statement are derived from continuing operations.

The accompanying notes form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

as at 31 March 2025

The financial statements were approved by the Board on 4 July 2025 and are signed on its behalf by:

Jamie Brooke Gavin Farrell

Director Director

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2025

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

for the year ended 31 March 2025

1 Payables outstanding at 31 March 2025 relating to purchases of investments at fair value through profit amounted to £224,725 (2024: £4,621).

2 Receivables outstanding at 31 March 2025 relating to sales of investments at fair value through profit amounted to £15,080 (2024: £27,183).

3 For the year ended 31 March 2025, cash received from dividends net withholding taxes was £4,690,912 (2024: £5,079,811).

The accompanying notes form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1. General

The Company was registered in Guernsey on 2 December 1994 and commenced activities on 3 March 1995. The Company was listed on the LSE on 3 March 1995.

The Company is a Guernsey Authorised Closed-Ended Collective Investment Scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 2020 and is subject to the Authorised Closed-Ended Investment Schemes Rules and Guidance 2021.

The investment activities of the Company are managed by Harwood Capital Management (Gibraltar) Limited (the "Investment Manager") and the administration of the Company is delegated to BNP Paribas S.A., Guernsey Branch (the "Administrator").

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

2. Material Accounting Policies

a) Basis of Preparation

The financial statements of the Company, which give a true and fair view and comply with the Companies (Guernsey) Law 2008 (the "Law"), have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the UK IASB and applicable law. This comprises standards and interpretations approved by the UK IASB and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee that remain in effect.

The financial statements have been prepared on the historical cost basis except for the inclusion at fair value of certain financial instruments. The material accounting policies are set out below.

New standards, amendments and interpretations

There were no new standards, amendments or interpretations that are effective for the financial year beginning 1 April 2024 which the Directors consider to have a material impact on the financial statements of the Company.

Standards, amendments and interpretations issued but not yet effective

Standards that become effective in future accounting periods and have not been early adopted by the Company:

The Directors believe that the above are not applicable to the operations of the Company, except for IFRS 18, which includes requirements for all entities applying IFRS Accounting Standards for the presentation and disclosure of information in financial statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.

IFRS S1 and S2 sets out overall requirements with the objective to require an entity to disclose information about its sustainability-related risks and opportunities that is useful to the primary users of general purpose financial reports in making decisions relating to providing resources to the entity. The Directors will monitor the adoption of these standards in the UK which is expected during 2025.

b) Going Concern

Going concern refers to the assumption that the Company has the resources to continue in operation for the next 12 months from the date of approval of these financial statements. After analysing the following, the Directors believe that it is appropriate to adopt the going concern basis in preparing these financial statements:

· Working capital - as at 31 March 2025, there was a working capital deficit of £2,446,167 (2024: working capital surplus of £4,625,615).

· Closed-ended Company --- The Company has been authorised by the GFSC as an Authorised Closed-ended Collective Investment Scheme, as such there cannot be any shareholder redemptions and therefore no cash flows out of the Company in this respect.

· Investments - The Company has a tradable portfolio, as 96% (2024: 96%) of the investments, amounting to £219,392,369 as at 31 March 2025 (2024: £217,082,345) are listed and can therefore be readily sold for cash.

· Having stress tested the portfolio to model adverse market conditions.

· Comfort from the Company's major shareholder that Article 51 of the Articles of Incorporation and under "Life of the Company" is not passed at the AGM scheduled for August 2025.

Under Article 51 of the Articles of Incorporation, the Directors shall give due notice of and propose or cause to be proposed a special resolution that the Company be wound up at the AGM of the Company every two years. The next notice will be given in the 2025 AGM documents (the previous notice was given at the 2023 AGM where the special resolution was not passed) where the Board will recommend that shareholders vote against resolution. The Directors, based on discussions with the Company's most significant shareholder, have a reasonable expectation that the special resolution outlined in Article 51 of the Articles of Incorporation and under "Life of the Company" will not be passed at the AGM in 2025.

Based on the above assessments, the Directors are of the opinion that the Company is able to meet its liabilities as they fall due for payment because it has and is expected to maintain adequate cash resources. Given the nature of the Company's business, the Directors have a reasonable expectation that the Company has adequate financial resources to continue in operational existence for the next 12 months from the date of approval of these financial statements. Therefore, the Board consider it appropriate to adopt the going concern basis in preparing the financial statements.

In making this assessment, the Board has considered, amongst other factors, the challenges within the UK listed market, the impact of the weak macro-economic environment, Trump tariffs, Russian invasion of Ukraine, the Israel/Gaza conflict, inflation, changing interest rates and resulting supply chain disruptions on the Company. The Board is confident that it remains appropriate to adopt the going concern basis.

c) Use of Estimates and Judgements

The preparation of financial statements in accordance with IFRS as adopted by the UK IASB, requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may vary from these estimates.

Judgement is exercised in terms of whether the price of recent transaction remains the best indicator of fair value for financial instruments at the statement of financial position date.

The Investment Manager reviews sector and market information and the circumstances of the investee Company to determine if the valuation adopted at the statement of financial position date remains the best indicator of fair value. The estimates and underlying assumptions are reviewed on an on-going basis.

Revisions to accounting estimates are recognised in the period in which the estimate is revised and reassessed every year to ensure the fair value remains appropriate. Information about areas of critical judgements in applying accounting policies that have the most significant effect on the fair value of financial instruments recognised in the financial statements are set out in note 2(e) of the financial statements. Information about significant areas of estimation uncertainty that have the most significant effects on the fair value of financial instruments recognised in the financial statements are set out in notes 16 and 17 of the financial statements.

d) Dividend Income

Dividend income is recognised when the right to receive income is established. This is the ex-dividend date for equity securities. All income is shown gross of any applicable withholding tax.

e) Financial Assets

Classification

All investments of the Company are designated as investments at fair value through profit or loss. The investments are purchased mainly for their capital growth and the portfolio is managed and performance evaluated, on a fair value basis in accordance with the Company's documented investment strategy, therefore the Directors consider that this is the most appropriate classification.

Recognition and subsequent measurement

Financial assets are measured initially at fair value being the transaction price. Subsequent to initial recognition on trade date, all assets classified at fair value through profit or loss are measured at fair value with changes in their fair value recognised in the Statement of Comprehensive Income. Transaction costs are separately presented in the Statement of Comprehensive Income.

Fair value measurement principles

Listed investments have been valued at the bid market price ruling at the reporting date. In the absence of the bid market price, the closing price has been taken, or, in either case, if the market is closed on the financial reporting date, the bid market or closing price on the preceding business day.

Fair value of unlisted investments is derived in accordance with the International Private Equity and Venture Capital (IPEV) valuation guidelines. Their valuation includes all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unlisted investments are earnings multiples and the net asset basis. Cost (as indicator of initial fair value) may be considered appropriate in the early stages of the investment, typically within one year.

The carrying amounts of Company's financial instruments, including cash and cash equivalents, dividends receivable, interest receivable and amounts due from brokers, approximate fair value due to their immediate or short-term maturity.

Derecognition

Derecognition of financial assets occurs when the rights to receive cash flows from financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. When an investment is derecognised, the unrealised gain or loss are recognised in the Statement of Comprehensive Income.

Fair value hierarchy

Fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions, IFRS 13 Fair Value Measurement, establishes a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets (Level 1) and lowest priority to unobservable inputs (Level 3). The three levels of the value hierarchy are as follows: 

Level 1: Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2: Inputs reflect quoted prices of similar assets and liabilities in active markets and quoted prices of identical assets and liabilities in markets that are considered to be inactive, as well as inputs other than quoted prices within Level 1 that are observable for the asset or liability either directly or indirectly; and

Level 3: Inputs that are unobservable for the asset or liability and reflect the Investment Manager's own assumptions in accordance with the accounting policies disclosed within note 2 of the financial statements.

f) Prepayments

Prepayments do not carry any interest and are short term in nature and are accordingly stated at their amortised cost.

g) Cash and Cash Equivalents

Cash and cash equivalents consist of cash in hand and short term deposits in banks with original maturities of less than three months.

h) Foreign Currency Translation

Items included in the Company's financial statements are measured using the currency of the primary economic environment in which it operates (the "functional currency"). This is Pound Sterling (GBP) which reflects the Company's activity of investing in predominantly Sterling securities. The Company's shares are also issued in GBP. Foreign currency monetary assets and liabilities have been translated at the exchange rates ruling at the statement of financial position date. Transactions in foreign currency during the year have been translated into GBP at the spot exchange rate in effect at the date of the transaction. Realised and unrealised gains and losses on currency translation are recognised in the Statement of Comprehensive Income.

i) Realised and Unrealised Gains and Losses

Realised gains and losses arising on the disposal of investments are calculated by reference to the cost attributable to those investments and the sales proceeds and are included in profit or loss in the Statement of Comprehensive Income. The change in unrealised gains and losses arising on investments held at the financial reporting date are also included in the Statement of Comprehensive Income. The cost of investments partly disposed is determined using the weighted average method.

j) Financial Liabilities

Financial liabilities include other payables and accrued expenses and amounts due to brokers. Amounts due to brokers represent payables for investments that have been contracted for but not yet settled or delivered at the year end.

Financial liabilities are recognised initially at fair value, net of transaction costs incurred and are subsequently carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires.

k) Equity

Share capital represents the nominal value of equity shares and the excess of the paid up capital over the nominal value. Other reserves and the capital redemption reserve include all current and prior results as disclosed in the Statement of Comprehensive Income and the effect of share repurchases. Other reserves also include the deduction for the excess of consideration paid over nominal value on share buybacks.

l) Expenses

Expenses are recognised in the Statement of Comprehensive Income upon utilisation of the service or at the date they are incurred.

m) Finance Costs

Finance costs are recognised in the Statement of Comprehensive Income for the period in which they are incurred, on an accrual basis.

n) Segmental Reporting

Operating segments are reported in the manner consistent with the internal reporting used by the chief operating decision-maker ('CODM'). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board who makes strategic decisions regarding the investments of the Company on an aggregated basis. Strategic and financial management decisions are determined centrally by the Board and, on this basis, the Company operates as a single investment management business and no segmental reporting is provided. Other than as disclosed in note 15 of the financial statements, the CODM does not consider necessary to provide further analysis for the Company.

3. Investment Manager's Fee

In line with the Alternative Investment Fund Management Agreement, dated 1 October 2019, the Investment Manager is entitled to an annual fee of 1.25% on the first £15 million of the NAV of the Company and 1% of any excess, payable monthly in arrears. The agreement can be terminated giving 12 months' notice or immediately should the Investment Manager be placed into receivership or liquidation. The Investment Manager is entitled to all the fees accrued and due up to the date of such termination but is not entitled to compensation in respect of any termination. Additionally, the Investment Manager was entitled to an administration fee of £139,500 (2024: £62,000).

The investment management fees (including the Investment Manager administration fee noted in the above paragraph) incurred for the year ended 31 March 2025 were £2,645,069 (2024: £2,353,697). As at 31 March 2025, an amount of £197,848 was still payable to the Investment Manager (2024: £203,017). This amount is included in other payables and accrued expenses. 

4. Supplementary management fee

The Board considers the payment of a supplementary management fee annually based on the performance of the Company. The recognition and subsequent payment of this fee is at the discretion of the Board.

In December 2024, the Board discussed a payment of £300,000 in respect of the 2024 supplementary management fee. Based on a recommendation by the Chairman, the Board approved this payment which was made on 28 April 2025. The supplementary management fees incurred for the year ended 31 March 2025 were £300,000 (2024: £350,000). As at 31 March 2025, an amount of £300,000 was still payable to the Investment Manager (2024: nil). This amount is included in other payables and accrued expenses. 

5. Directors' fees and expenses

Each Director is entitled to a fee of £25,000 per annum, the Chairman is entitled to an additional fee of £7,500 and the Audit Committee Chairman is entitled to an additional fee of £5,000. In addition, all Directors are entitled to reimbursement of travel, hotel and other expenses incurred by them in course of their duties relating to the Company.

The Directors' fees and expenses incurred for the year ended 31 March 2025 were £204,144 (2024: £187,500). As at 31 March 2025, an amount of £53,125 (2024: £46,875) was still payable to the Directors. This amount is included in other payables and accrued expenses.

6. Administration fees

BNP Paribas S.A., Guernsey Branch acts as Company Secretary and Administrator of the Company and is entitled to an annual fixed fee of £170,000 per annum as per the revised fee schedule signed in November 2019.

The administration fees incurred for the year ended 31 March 2025 were £170,000 (2024: £170,000). As at 31 March 2025, an amount of £42,500 (2024: £42,500) was still payable to the Administrator. This amount is included in other payables and accrued expenses.

7. Custodian fees

BNP Paribas S.A., Guernsey Branch acts as Custodian of the Company and is entitled to an annual safekeeping fee fixed at £30,000 per annum as per the revised fee schedule signed in November 2019.

The fees incurred for the year ended 31 March 2025 were £30,000 (2024: £30,000). As at 31 March 2025, an amount of £7,500 (2024: £7,500) was still payable to the Custodian. This amount is included in other payables and accrued expenses.

8. Loan facility

During the year, the Company entered into various loan agreements with NASCIT, for short-term unsecured loan facilities totalling up to £8 million, repayable by 31 December 2024, with an interest rate of 6% per annum. The Company repaid all outstanding loan amounts and interest to NASCIT by 3 February 2025.

The Company also entered into a loan agreement with Harwood Holdco Limited, for a short-term unsecured loan facility of up to £3 million, repayable by 15 July 2025, with an interest rate of 6% per annum.

Interest expense incurred in respect of the above loans during the year ended the year ended 31 March 2025 were £112,110 (2024: £21,945). As at 31 March 2025, an interest amount of £4,440 (2024: nil) was still payable to the Holdco. This amount is included in other payables and accrued expenses.

9. Taxation

The Company is eligible for exemption from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. As such, the Company is only liable to pay a fixed annual fee, currently £1,600 (2024: £1,200). The withholding tax of £nil (2024: £9,645) in the Statement of Comprehensive Income relates to overseas dividends received or receivable and is irrecoverable.

10. Investments at Fair Value through Profit or Loss

The following table summarises the changes in fair value of the Company's listed securities for the years ended31 March 2025 and 31 March 2024:

The following table summarises the changes in fair value of the Company's unlisted securities for the years ended 31 March 2025 and 31 March 2024: